The story behind the Superior's obsession with Coulson is revealed
Credit: ABC/Jennifer Clasen
ABC's "Marvel's Agents of S.H.I.E.L.D." - Season Three

When this episode begins, Coulson and Daisy appear to be sparring in a gym. But once Daisy kicks Coulson backward and he freezes in mid-air, it’s revealed to be training like Neo in The Matrix. Coulson was inside Radcliffe’s Framework, or at least a primitive version of it. Although we now know Radcliffe is using it to contain his LMD captives, it was originally designed as a S.H.I.E.L.D. training program. According to Coulson, it’s so realistic he could smell sweat and feel pain.

But there’s not much time for training, because Coulson soon gets notice that Mace’s super-suit has been tracked. They find it laying by itself in the middle of an abandoned base in Alaska — but it’s not the only thing there. Coulson also comes face to face with the Carcosa conspiracy wall the Superior made in his image, full of photos and strings and clipped headlines. He now realizes the extent of Ivanov’s obsession with him. “This is why I don’t use Facebook,” he cracks.

Coulson isn’t the only one trying out the Framework. Radcliffe is also currently enjoying his very own Matrix, and apparently he’s been doing it a lot lately, because the Superior is starting to get annoyed, especially when AIDA tries to stand between them.

After scanning the conspiracy theory wall, Daisy only finds one picture that connects to Ivanov. It’s a derelict old Russian mining base, but the image of it prompts a flashback to when a young Phil Coulson arrived at that location seeking a mysterious object. Coulson totally failed to convince the guard there to let him in, but luckily, May had tagged along, and she managed to knock out the guard. Back in the present, Coulson realizes he needs to return to that base.

The last we saw Director Mace, he was being taken down by the Superior and his thugs. Now, he’s probably where most viewers expect him to be: shirtless, bloody, chained to a wall in a dungeon-like cell. Mustering the last of his super-strength, Mace manages to break his chains. It’s so far, so good as Mace tentatively leaves his cell and knocks out a guard, but he soon runs into the Superior. Ivanov challenges Mace to the one-on-one fight I thought for sure was coming in the last episode. It’s a little disappointing now, however. With all his strength sapped, Mace is quickly beaten down by the Superior, who orders that Mace be taken back to his cell.

Now Mack’s trying on the Framework, but he doesn’t like it as much as Coulson or Radcliffe. Mack, as we all know by now, hates robots, and apparently he hates everything having to do with them, too. He notes that the Framework, like AIDA, was partially designed by Fitz. Mack tells Fitz he needs to think more about the potential implications of the things he creates. Fitz counters by noting that electricity is used both to power people’s homes and to kill death row inmates; scientific innovations can be used for good and bad once they’re discovered. But Mack’s argument clearly gets to him.

NEXT: Everything is his shield

Now back to that Russia flashback, where May teases Coulson about his total lack of bluffing skills. He has so many tells, she says he should try sunglasses – a nice little bit of character development, since the Coulson we know is rarely separated from his suit and sunglasses. That’s not the only thing they discuss, however — apparently, they had sex, or at least pretended to, on an earlier undercover mission, and May can’t stop teasing Coulson about how long it took him to unhook her bra. This was before Bahrain, so May was a much lighter presence back then, much more fond of cracking jokes and teasing Coulson.

Mace and the Superior have a somewhat less amorous connection. While Mace is restrained, Ivanov tells him something of his backstory. His father was a hard-working, low-pay drill worker back in the day, but Ivanov lost respect for him once he sucked up to his richer boss. According to the Superior, the only thing worse than “scum” is someone who wants to be scum, and that’s how he sees Mace now that he’s discovered the secret of the S.H.I.E.L.D. director’s strength. Mace says that S.H.I.E.L.D. will come for him, which is exactly Ivanov’s plan. Outside, the Superior talks to AIDA. He is clear about his visceral dislike for the android, telling her that she’s just as “fake,” in her way, as Mace. Before he leaves, he touches her face, which prompts AIDA to reflexively touch the necklace she took from Agnes at the end of the last episode.

Having returned to the Russian base from Coulson’s flashback, Mack and Daisy are greeted by a gruesome sight: a group of skeletons dressed like guards. One of them even has a phone ringing inside its skull. Coulson answers the call and finally finds himself talking to the Superior. Ivanov asks Coulson if he remembers the bodies, since it’s his fault they were killed. This prompts another flashback, in which Coulson and May are surprised by the arrival of those very guards in the middle of their retrieval mission. Coulson goes out to distract them and hilariously tries bantering with them about his sexual tension with May. They don’t care, since they’ve been told to retrieve this object at any cost. Suddenly, there’s an explosion, and May drives away with the object. The lead guard remarks that she must have had the same assignment as them, and that Coulson was the cost she was willing to pay. They knock him out.

Back in the present, Ivanov reveals that they were tortured, interrogated, and killed to cover up that failure in the wake of Coulson’s mission. Ivanov tells S.H.I.E.L.D. they will suffer the same fate as his former comrades. He then turns and tells Mace that he’s just being used by Coulson, like so many others. “Everything is his shield,” Ivanov says, declaring that his mission is to close the doors to aliens and mutants that he thinks Coulson opened.

NEXT: The big switch

Since Ivanov and his guards were from the SVR back in the day, Daisy looks up old SVR prisons in the hope it will point to Ivanov’s secret lair. Sure enough, one of them is also a submarine base, so that must be it.

Mack’s comments have really gotten to Fitz, especially now that he’s worried about whether May could even survive being taken out of the Framework. He remarks that his “fingerprints are all over these murder weapons,” but Simmons comforts him. She tells her boyfriend that it’s not his fault that Radcliffe mutates his inventions, since Fitz invents them in order to help people. Fitz realizes that if he can get some of the prime source code for the Framework at the base, he may figure out how to crack it. Simmons is happy he’s out of his funk, but hopefully she gets to do more interesting things than be the doting girlfriend soon.

Ivanov, just about done torturing Mace, asks if the director has any last regrets. Mace responds that he still believes in Coulson and S.H.I.E.L.D. since they try to do the right thing, whereas for all his talk about physical perfection, Ivanov seems to have lost all traces of his humanity. The Superior respects Mace for sticking to his beliefs and cuts his bonds. But it’s only to give him a better chance against the muscular henchmen who then stream in to beat up the director while AIDA peeks in.

S.H.I.E.L.D. finally arrives, as Mack blows a hole in the wall of Ivanov’s base. They split off into teams, with FitzSimmons headed to find the computer lab. Coulson manages to stun a couple of goons before coming face to face with the Superior, which prompts another piece of the flashback: The SVR guards black-bagged Coulson and put him in the back of a van, but it didn’t take long before May raced to the rescue and saved him – ultimately leading to those guards’ brutal deaths, apparently.

Coulson can’t think of anything to do but laugh at Ivanov. For all the energy, resources, and hatred the Superior has poured into tracking Coulson down and getting his revenge, the relationship isn’t nearly reciprocated. Coulson barely remembers the mission at all, calling Ivanov “just another redshirt who tried, unsuccessfully, to stop me from saving the world.” A brutal put-down, made even more brutal by the fact Coulson then brings in Daisy, who actually has a bone to pick with Ivanov. She flattens him with a blast. So much for physical perfection.

Before Daisy’s arrival, Ivanov revealed that Mace was still on the compound, but not May. Coulson and Mack then go to rescue Mace while Simmons tries to track down AIDA. Unfortunately, AIDA escapes on the submarine just as Simmons gets there. She’s soon joined by Fitz, then Daisy, then Coulson and the rest, who insist on retreating now so they can get Mace the medical attention he needs. They’ll regroup to save May later.

In the final part of the flashback, Coulson and May are laughing together. Although she said earlier she only dates civilians because it’s simpler, she admits she’s running out of patience, and Coulson offers to grab a drink if the latest one doesn’t work out. May’s confident it won’t, since he’s a shrink and all. Shout out to Andrew/Lash; we miss you buddy.

Back at the lab, however, Simmons is uneasy. It seems weird to her that Coulson, Daisy, and Mack were able to rejoin them so quickly when they were scattered across different parts of the base. She and Fitz then discover that the base’s LMD detector has been tampered with. Upon investigating, they realize that all four of their teammates (Coulson, Mack, Daisy, and Mace) were all taken by AIDA and replaced with LMDs during the mission. And the first thing on LMD Coulson’s list is reactivating LMD May.

Superior’s origin was a little lackluster, and it would’ve been interesting to see Coulson grapple a little more honestly with the damage his missions leave in their wake, but overall this was a solid episode. The LMD replacement plotline continues to be creepy, and I’m excited to see how FitzSimmons fare against a bunch of them next week.

Episode Recaps

ABC's "Marvel's Agents of S.H.I.E.L.D." - Season Three
Marvel's Agents of S.H.I.E.L.D.

Phil Coulson (Clark Gregg) assembles a team of S.H.I.E.L.D. agents to handle strange new cases.

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